SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
CCA INDUSTRIES, INC.
(NAME OF ISSUER)
CCA INDUSTRIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
124867102
(CUSIP Number of Class of Securities)
Ira W. Berman
Executive Vice President, General Counsel and Secretary
CCA Industries, Inc.
200 Murray Hill Parkway
East Rutherford, NJ 07030
(201) 330-1400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of
Person(s) Filing Statement)
Copies to:
Michael I. Stolzar, Esq.
Zissu Gumbinger & Stolzar LLP
950 Third Avenue
New York, New York 10022
(212) 371-3900
<PAGE>
CALCULATION OF FILING FEE
Transaction Valuation $ Amount of Filing Fees: $
(a) Calculated as the aggregate maximum purchase price to be paid
for 2,500,000 shares in the offer based on its market value in
accordance with Section (a)(4) of Regulation 240.0-11(a), i.e.
its last sales price reported for May ___, 2000.
(b) Calculated as 1/50 of 1% of the Transaction Valuation.
[ ] Check box if any part of the fee is offset as provided by
Rule 0-11 (a) (2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
Amount Previously Paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
[ X ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[ X ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
[ ] Check the following box if the filing is a final amendment
reporting the results of the tender offer.
<PAGE>
Company Contact:
Ira W. Berman
Chairman
800-524-2720
FOR IMMEDIATE RELEASE
CCA INDUSTRIES, INC. TO OFFER STOCK CONVERSION
East Rutherford, NJ, May 22, 2000-CCA Industries, Inc.
(NASDAQ:CCAM) announced today that it is preparing to file an
issuer tender offer, offering to purchase up to 2,500,000 shares of
its Common Stock (of its approximately 6,321,000 outstanding shares
of Common Stock) for a $2.00 subordinated debenture per share,
maturing in five years, with interest at 6% per annum payable
semi-annually.
"Due to our concern that the market value of our shares are
continuing to be deflated, we are offering our shareholders the
right to convert up to 2,500,000 of the shares of their Common
Stock into the subordinated debenture. It is expected that the
offer will expire July 31, 2000," stated David Edell, President of
CCA Industries, Inc.
The offer is expected to be forwarded to all shareholders on or
about June 5, 2000.
CCA shareholders should read the offer when available because it
will contain important information that shareholders should
consider before deciding whether to tender their shares. When the
tender offer is commenced, shareholders will be able to obtain a
tender offer statement on Schedule TO (including the offer and
other filed documents including an Indenture) for free at the SEC's
web site (www.sec.gov). At or about the same time, the Company
will mail copies of the offer to all Common Stock shareholders.
CCA Industries, Inc., a manufacturer of health and beauty aids
products, markets approximately 175 products under individual brand
names. The products include "Plus+White" toothpaste and whiteners,
"Sudden Change" skin care products, "Nutra Nail" nail treatments,
"Permathene" diet aids, "Hair Off" mittens and depilatories,
"Bikini Zone" medicated creme and gel for the bikini area, hair
care products, and "Solar Sense", a line of sun care products.
Statements contained in the news release that are not historical facts are
forward looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward looking statements are subject
to risks and uncertainties, which would cause a change in market
conditions affecting the Company or the market value of its Common Stock.
